Condovirus episode 7: The long and winding road

CONDOVIRUS EPISODE 7

Rod: Good evening everybody. I suggest we get started. You know that the very first portion of this is about the logistics and some information. As more people are joining in, I see the numbers going up. They'll catch up in time. Good evening. My name is Rod Escayola and I'm a condo lawyer with Gowling WLG. Welcome to Condovirus Episode 7. Today's episode is titled the "Long and Winding Road". For those of you joining us tonight for the first time, we've been holding these on a weekly basis for 7 weeks now, and week after week what we do is, we try our very best to provide you with real answers and practical answers to ever changing challenges that we're all facing. The situation is so fast moving that, in fact, our agenda changes on a daily basis. I got to confess that I was looking forward to the start of the webinar to finally find out what I'd be talking about today, because, as of this morning we were still sort of working on it. Now, every week we've got tons of questions from all of you and we build on this agenda and we thank you very much for sending us questions. Keep sending them. And to get answers to these questions for you, what I do is I call on key industry experts who, week after week, generously accept to come on board and answer your questions and answer the call of duty, and here they are again. So I'm going to go around the table and introduce them to you. You'll recognize most of them but we have a surprise guest today. So, going around the table, I'm going to start with our auditing beagle, Brian Antman, from Adams & Miles. Hello, Brian.

Brian: Hi there.

Rod: We have our manager extraordinaire, Sandy Foulds, from Wilson Blanchard, also speaking on behalf of CCI. Good evening, Sandy.

Sandy: Good evening.

Rod: A phenomenal manager, Katherine Gow, who will be speaking on behalf of ACMO. Thank you for being here again, Katherine.

Katherine: Hi everybody.

Rod: Our condo powerhouse, Denise Lash, from Lash Condo Law, also speaking on behalf of the Community Association Institute chapter, the Canadian chapter. Hello, Denise.

Denise: Hi everyone.

Rod: Thanks for coming again. Our dragon slaying enforcer, Graeme MacPherson from Gowling WLG. Hi, Graeme.

Graeme: Hi everybody.

Rod: Next in line, you have Goliath, we have David Plotkin from Gowling WLG. Hi, David.

David:  Good evening everyone.

Rod: Next in line, our life and safety expert, Jason Eagle Eye Reid, from National Life Safety Group. Hi, Jason.

Jason: Good evening.

Rod: And our deep dive thinker engineer, Justin Tudor. Hi, Justin, are you there?

Justin:  Yup, I'm here.

Rod: Wonderful. So, as I said, I'm excited to announce that I've scored another formidable speaker tonight. One of my very favourite condo lawyers, and I can say that because he wasn't here last week when I said the same thing about Denise. We have Josh Milgrom, from Lash Condo Law. Hello, Josh. How's it going?

Josh: Yeah, Rod, thanks for having me here tonight.

Rod: Hey, no problem. So, as I said, like we do every week, we get hundreds of questions from all of you. We won't be able to answer all of the questions and we do our best to pick the most common ones. Keep in mind that many of these questions have been answered in the past. Sometimes on numerous occasions. Like all the questions about landscaping, for instance, we've touched that. I'm not sure we're going to touch upon that today. You can view past webinars, as I said, by going on condoadvisor, top right, there's a tab, webinar tab and you can see what we've done in the past. Somebody needs to remind me to change the slides as I move because otherwise I won't do it. Okay. Let me start with a disclaimer as I usually do. These are the topics we'll cover today. But with the usual disclaimer, we have activated the chat functionality, so all of you are able to chat with each other. Please make sure that you chat with everybody and not just the panelists, if you want everybody to benefit from that, so you should see this on the top or bottom or right or left of your screen, depending on how you're set up. We may not be able to answer every single comment on the chat line but there's a lot of very knowledgeable people out there. I've seen a few from various seaside chapters. I've seen Michael. I've seen all sorts of people so I'm sure you're going to get very good, at least entertaining, comments, maybe. What else? I'd like all of you to remember the following. While we do our very best to provide you with accurate information, and useful information, you've got to keep in mind the following. Whenever we refer to legislation, we refer to Ontario legislation, and so if you're listening from elsewhere, and I know some of you are, you need to adapt that to your jurisdiction. Also, please keep in mind that this webinar is recorded on April 29^th, and so the information is valid, as much as possible, as of the date of this broadcast. Information may change, if you listen to this later on. The information we provide you today is general in nature. We're doing our very best to provide you practical advice but at the end of the day there's nothing like retaining an actual professional, be it an engineer, an auditor, a manager, a lawyer, to provide you actual answers that are specific to your situation. So we encourage you to do that. This webinar is not legal advice, or engineering advice, by any means. Finally, the Law Society forces me to tell you that this webinar is being recorded. I don't know why I have to say that but I have to say that. So, it is being recorded. There it is. Now, as I said today, great news, we're not going to talk about landscaping. I promise. But there's a question came up about window washing. And when I say a question I mean tons of questions about window washing. So very briefly, is that an essential service? Katherine, what's your position?

Katherine: No. And I was typing as fast as I could so as not to take speaking time on this. Strictly essential, maintenance, repair and sanitation work is the only thing that is to take place. As much as I would love to say a clean window was one of those tasks, I don't think it is. The more we stay home for the short term, the sooner we can get back to regular business.

Rod: And while I agree with you, Katherine, here's the flip side of the medal. I'm going to turn to our security expert, Jason. Any reasons why, maybe, window washing could make sense? Answer it in gazes.

Jason: Quite simply, if part of that window washing is an inspection of the exterior panels, the glass panels outside your building. If you've got a history of a panel falling in the last 12 months, then I would suggest that that inspection, you may want to consider forward. But again, Katherine's right. It's not a health and safety issue. But, with that one caveat.

Rod: Right. Okay. Very good. See how we can give you 2 contrary advice at once? No. Very good insight. Thank you very much.  Now, we usually start with an update on what has taken place this week and the most significant change this week, of course, is the order in council issued last Friday. So last Friday, at 5:45, when most respectable condo lawyers are already deep into their martini glass, the Province has issued an order in council, and they've basically changed the Condominium Act, temporarily, for the duration of the emergency. We're going to go over that. We're going to spend significant time on this. It's going to be our main topic, in fact. David, any updates, maybe on the Provincial map to re-opening the Province? Did you have a chance to look at that?

David:  Yes. The Provincial government recently put out what they, what has been referred to as a framework or a guide, towards re-opening. It's really not setting any specific dates or timelines at this time, but it has a few benchmarks that the health authorities are looking towards, at which time they'll be able to start opening up. So that's just to keep an eye on that for the future.

Rod: Okay. We'll put a link to that on the condoadvisor. You'll be able to get a link to that if you want. Sandy, on the same topic, maybe, what about municipalities? Are we getting any sense of re-opening?

Sandy: No timelines yet. They're all still working within the Provincial, or planning to work within the Provincial guidelines, but they have not set calendars yet. They're just kind of waiting for a little more feedback from the Province on the start up for that.

Rod: Okay. Very good. Now let's dive into possibly the most important topic today and it's the famous order in council. So, there's a summary here but we're going to unpack that in great details. The summary is this. The order in council provides for the following. If your AGM was to be held within this declared period of emergency, you get more time to hold your AGM. You'll have 90 days following the declared period of emergency, or 120 days, if you're AGM was set to take place in the first 30 days following the end of the emergency crisis. Don't panic. We're going to clarify that in a minute. Also, boards can be called electronically. Boards can be held electronically, and this time around, you don't need the consent of every director. So presently, prior to this order in council, you could hold a board meeting virtually, or remotely, but every director had to consent to it. If only one of them then consent then you couldn't do it. The order in council allows you to call them electronically and hold them electronically. Also, all meetings of owners can be held electronically and you can vote electronically, regardless of whether you have a bylaw permitting it. So that's a significant change. Now all these changes are for the duration of the period of declared emergency. Again, we'll talk about that in a minute. The last change, maybe, is this, is that owners can be served with notices of meeting, electronically. Regardless of whether or not they've consented to that. So prior to the order you needed to have the consent of the owner to be able to send them notices electronically. Now, if you have a valid email address, you can proceed that way, for the duration of the declared emergency. This is a temporary remeasure to help everybody sort of function in this crazy time we're in. Okay, so as I said, we'll unpack this and I'm going to first start with the postponement of the AGM's. Graeme, were you covering from this point on? Or do you want me to summarize it first and then you'll deal with your scenarios.

Graeme: Yeah. No, I'm happy to. So, as Rod said, pursuant to this new order in council, section 45(2) of the Condominium Act has been temporarily suspended. This section is that pesky section that normally requires you to hold your AGM within 6 months after the fiscal year. Now, as a result of this order in council, condos have a lot more time to hold AGM's that were due to take place, either during the emergency, or within the 30 day period after the emergency ends, whenever that is. We'll call that the "grace period". So, more specifically, if your AGM was supposed to take place ordinarily during this emergency, its due date now is by the 90^th day after the emergency ends. Now, let's say hypothetically, I wouldn't hold your breath on this, but let's pretend for a minute that the emergency ends tomorrow and your condo's AGM was supposed to be on Friday. So this is during the grace period. During the first 30 days after the emergency. Well, now, pursuant to this order in council, you have 120 days after the end of the emergency to hold your AGM. So were going to play out a few examples of this in a couple of minutes. But what's important to keep in mind is that while this order in council has provided some relief to condos whose AGM's were supposed to take place during the emergency, or right after it, the order in council has not affected AGM's that were already late, that were already supposed to occur before this emergency was declared. It has no effect on the deadlines for AGM's that are due more than 30 days after the emergency ends, although we don't know when that will be, and it's not affected the normal due dates of any other types of meetings. We'll get into all of that with a few examples.

Rod: Okay. Do you want to do your scenarios now, Graeme?

Graeme: Yeah. Let's do it. Here's the dates we're going to be working with for the purposes of going through how this is going to work, practically. The emergency began on March 17^th, 2020. In this hypothetical world, you know, my fingers are crossed but I doubt it, in this hypothetical world the emergency ends on May 15^th. This means that the 30 day grace period, after the emergency, ends on June 14^th. Let's go through the scenarios and see how that plays out.

Rod: Okay.

Graeme: When is the meeting due if your AGM was supposed to occur on May 1^st, 2020? AKA during the emergency. Well, the answer is 90 days after the emergency ends. Remembering in this scenario we've set the artificial date of the end of the emergency as May 15^th, so it would be due by the 13^th of August. Now, if you're AGM was supposed to be due during the grace period, AKA within the 30 day period after the emergency ends, its new due date is 120 days after the end of the emergency. So that would be September 12^th, 2020. Now, what if you're AGM was supposed to be due on June 30^th? And this is outside of the grace period. Well now, it's still due June 30^th. There's been no change at all.

  Similarly, and I think we're going to see a pattern developing here, if you requisition meeting, and the requisition was received on May 1^st, that meeting has to be held at the normal time of 35 days after the requisition.

Rod: After it's received, yup, right. Okay. So there's no change because?

Graeme: This order only applies to AGM's within the emergency period or the grace period after.

Rod: So, regardless of whether you get a requisition during the emergency or within 30 days following the emergency, before the emergency or after the grace period, you've got 35 days.

Graeme: Business as usual, with respect to the deadline, but as we'll get into, there are some new ways that we can still hold these meetings without breaching the orders of public health officials.

Rod: Okay. Very good. That's interesting because not a lot of people picked up on that. A lot of people concluded that all owner's meetings were postponed 90 days, 120 days. The reality is that this postponement, or suspension, only applies to AGM's. Very good. Next example, Graeme.

Graeme: Similarly, turnover meetings. They're due date is unchanged. It would be the regular deadlines to call and then hold the meeting.

Rod: Okay.

Graeme: Then if your board loses quorum, same thing, you still have that 30 days to hold the meeting.

Rod: Okay.

Graeme: Oh, Rod, go ahead.

Rod: No, I was just going to cut you off and move on, actually.

Graeme: Oh good. I was going to say I'm done.

Rod: Okay, very good. So let's move on then. The next topic will be, thanks for this Graeme, and you'll be able to see this because we're going to post a slide presentations. You'll be able to see this online later on. So, Denise, I'm going to turn to you and maybe tell us what this order in council provides for with respect to e-voting and e-meetings, if you could.

Denise: Okay. So, I'll start with e-voting first. And as you mentioned before, no bylaw is required to do electronic voting. But again, remember, it's only during this temporary suspension period. Many corporations already have electronic voting bylaws, so there's really no change here. But those that don't have an electronic voting bylaw, what we're suggesting is that you look at it to get some guidelines and to understand what electronic voting is about. As you know, there's nothing in the order that deals with the procedure or any safeguards. It's really important to understand what electronic voting is. Look at the bylaw for guidance and then you can pass it at a later date. Then moving on to meetings, and the order in council now allows virtual meetings. Online meetings or electronic meetings, we're calling them different things these days, which is separate from electronic voting. And again, no bylaw is required at this time. Now this concept of virtual meetings, this is a brand new concept, and remember, prior to the pandemic, it was our position at that time that there was no such things a virtual meeting or it really couldn't be done either with a bylaw. But our position has changed. After the pandemic ends, we are recommending that corporations considering doing electronic voting bylaws, and also virtual meeting bylaws. Now right now, there are so many questions about what actually is a virtual meeting, and again going to the order, there's nothing in there. Just says you can do a virtual meeting without a bylaw. We're recommending, and I know Rod, you and I have talked  to Josh about what should go in this bylaw, look at that bylaw. Get it from your legal counsel so that at least you know what procedures to follow because it is the wild west out there. We see a lot of boards doing all kinds of things. Going on Zoom. So you really do need to know what you're doing. The question has now come up, after the pandemic ends, if you're sending out your preliminary notice now for virtual meeting, what happens? Can we continue to do virtual meetings without a bylaw?

Rod: I guess so. That's a good question. We're in the emergency declared period. You send out your virtual notice for a virtual AGM, and then the declared emergency comes to an end before you hold the AGM, so now you're asking a very valid question which is, are you going to be able to hold a virtual AGM if you don't have that bylaw? Right now, unless the order in council is amended, or unless somebody puts in place some graceful sort of transition, you would not be able to. The day that the declared emergency ends, if you don't have a bylaw, you cannot hold that AGM meeting, virtually.

Denise: Yeah. Which is very interesting so, consider what we're going to have to do if the virtual meetings are called, you're going to have to switch over to a meeting.

Rod: Right. I think, and I'm going to build a bit on what you said about whether or not you should adopt a bylaw. At the end of the day, of course, the corporations will take the best decision for each corporation. While we all now have the ability to hold e-meetings, and to vote electronically now, as a result of the order in council, our recommendation is that you consider adopting the bylaw, now, in any event. Because these bylaws will allow you the flexibility to hold e-meetings and to do e-voting in the future. I mean, now is the future. The future is beautiful. There's no reason to go back, in my view, in time. The benefit I would say of these bylaws, as you alluded, Denise, is that they increase owner participation. Forget about the fact we're in a pandemic now. What's going to happen later? If you have a good e-voting bylaw, and an e-meeting bylaw, you'll be able to have busy professionals and traveling people and snowbirds and people with limited mobility, they'll be able to participate to these AGM's at a level that they didn't have before. And it also facilitate the attendance of your professionals. I've seen on Twitter and on LinkedIn, some auditors are saying, "Listen. You better line this up now and schedule your meetings with us because it's going to be pandemonium in a minute when everybody wants to hold their AGM's." Well, if you hold them electronically it's going to provide more flexibility. Any voting provides the flexibility of allowing more votes from owners. You could, and in fact you should, probably, keep the voting open from the notice period. From 15 days before all the way to the meeting. Why do you need to vote within the 15 minutes at which the ballots in the box? Allow owners to vote and to participate fully. As Denise said, it's the wild, wild west out there right now where there's no guidance as to what kind of safeguards should be put into place, now, for people to hold these meetings. People do their best but people are bound to make mistakes and not everybody is well intentioned. So, by having a bylaw in place, a good one, go talk to your advisors. By having a bylaw in place, you have full real time owner participation, and not just you folks watching the webinar. More transparency, more accountability and proper record keeping. This is not a tea party that you're going to be holding where people are going to watch a webinar and raise their hands and move on. This is a formal, essential meeting that takes place. All the AGM's. Anyway, anything else to add, Denise, before we move on?

Denise: No. You've raised a good point there.

Rod: David, I'm going to turn to you. What about e-communications to owners and e-board meetings?

David:  The new order in council for the duration of the declared emergency allows that all notices to be sent to owners, with respect to meetings, can be sent electronically. Again, regardless of whether that specific owner has authorized electronical communications in the past, which is normally required. The same goes for any material required to be put before a meeting of owners. You can place it online by electronic means.

Rod: Right. Okay. Some of the questions I see coming up on the chat line, is what about people without computers? Well, so these bylaws if you adopt them, they don't replace the prior method. They add to it. So people will still be able to hold meetings in person for those who want to attend, once it's permitted in the Province. So people will still be able to vote in person. People will still be able to vote by proxies. It all depends on what you have in your bylaw. So it's not like everything out the window. It's actually additional flexibility. And also, for the duration of the pandemic, for people without a computer, you'll be able to call in. As long as you have a phone you'll be able to call in. Okay. Now there's a reason why we got Josh. Josh has recently chaired his virtual AGM. We get a lot of people asking us, "Has anybody successfully done that?" You know what? He's survived it. So here he is. He's going to share his experience with us. Josh, you've done tons of AGM's but this recently, this recent one, was your first virtual one. What I'd like us to do, maybe, is go topic by topic and very briefly, maybe, tell us how it was done and how it could have been better. Share your successes and challenges, maybe. Let's start with the notice of meeting. How was that done? How do you send that out? And so on.

Josh: Sure, Rod. Actually, last night was the first virtual AGM that I held. The notice package was substantially similar to what a normal notice package looks like. The only difference is in it we specifically stated that it was going to be a virtual meeting, no physical attendance, no physical place, and we encouraged owners, very strongly, to utilize the electronic voting process in advance of the meeting as opposed to submitting paper proxies. To help sort of avoid and alleviates some of the issues that we might have faced during the actual registration process and even the virtual attendance by way of proxy. We were trying to avoid that as much as possible, and fortunately last night, there were actually no proxies submitted so we didn't have that issue come up.

Rod: Great. So the purpose, I guess, is to try to streamline people on one channel kind of thing. It's easier, obviously, if everybody votes electronically as opposed to whether you have a few proxies on paper, a few e-proxies, a few attending in person, putting their vote in the hat, and so on and so forth. You were encouraging people to go with one channel. That sort of makes sense. What about registration, Josh? How did that go?

Josh: The registration was half an hour long like it is in a typical meeting. From 6:30 to 7 o'clock there was actually a slide deck on repeat that was giving owners instructions about some of the ways to participate in the meeting and how it's all going to run. So that owners who were waiting, after they had already logged in by submitting their names and email addresses to verify that they are indeed owners, they were able to sort of get a sense of what the meeting was going to look like when it started.

Rod: Okay. So that's how the user sees it and they get some instructions but how does the validation process, the validation portion of registration, how does that work? How do we ensure that, we know an owners an owner, presumably because they received the invitation at their email address on record. But what about who validates proxies and how do you know how to give more weight to one ballot or to one proxy? How do you deal with two spouses but only one of which is the owner? Did that come up at all?

Josh: Yes. So the last one that you mentioned, the spouse issue, did come up. We talked about it in advance so we knew how to sort of address but basically, if there were two joint owners who attended the meeting, they could both attend, but only the latest vote that was submitted would count. So that was sort of dealt with in that sense.

Rod: Okay. What about arrears? How do you know, well, not so much who's attending but who's voting? Is there a process? Are you aware of that sort of implemented?

Josh: My understanding of that was that the arrears list was provided so that if any owners who were in arrears attempted to vote, that the vote actually wouldn't be counted. At a meeting they wouldn't be given a physical ballot. Here it's a little bit different but on the tallying side of things it wouldn't be counted towards the vote.

Rod: One of the reasons that we raise all these questions here, is first to sort of study that new beast and try to see which end is the front end of this new animal, but also I want our viewers to sort of keep all these things in mind. There's a lot more to it than just getting a facetime account or a Zoom account and then just inviting everybody to just show up. There's a lot of safeguards and precautions and steps and checks and balances that have to be put in place for the AGM to do exactly what is supposed to be done. This is not going to be a tea party, as I said.

Josh: 100%25, Rod. I can pretty much agree with you. Just to touch on that, one of the things that I wanted to make sure, as the chairperson of the meeting, was that the meeting mimicked an in person meeting as much as possible. Especially with respect to transparency. It was really important for me, as the chairperson, that owners will able to see in real time, things that were happening, the motions, people who raised their hands, all the things like that and we'll sort of touch on that as we go on here.

Rod: Okay. Have we already sort of covered proxies at registration or do you have anything to add to that?

Josh: The only other thing I'd add to proxies is in the notice package we actually indicated that an owner, if they did submit a proxy, they would have to be submitted by a certain time. Which happened to be the day before the meeting just to make sure that we could adequately deal with anyone who attended by way of proxy.

Rod: Right. So that allows you to vet them and validate them and so on. Okay.

Josh: That's right.

Rod: What about quorum? How's quorum calculated? I mean you've got some people that are maybe in the presidential suite, and then you've got some people on internet, then you've got some people by proxies and votes, how did that get calculated? Do you know?

Josh: Yes, so we had people who attended online, and they were obviously able to be there virtually. We also had people who voted in advance, and this corporation had an electronic voting bylaw, which deems people who voted in advance to be in attendance at the meeting as well. Again, luckily we didn't have the proxy issue so we didn't have anyone attending by proxy.

Rod: Okay. So what about are attendees able to see that Joe and Jane and Bob are in attendance? Or is that only visible by the chair? Because if I go to the in person AGM I can look around and I see, Jane's there, okay. Do I get to see who's participating?

Josh: I don't think that owners, for the majority of the meeting and I'll get to that exception in a minute, but I don't think owners, for the majority of the meeting were able to see the names of other people who are in attendance. They could see how many other people were in attendance.

Rod: Okay. So what about, let's move on, let's talk about, oh I changed the order here. Can we talk about scrutineers? Did you have scrutineers and how were scrutineers appointed? How does that work?

Josh: We did have scrutineers. The service provider that was hosting the meeting actually acted as scrutineers. They were the ones who sent out the electronic votes in advance so they acted as scrutineers for the meeting.

Rod: Oh, okay. So wait a second here. I'm not suggesting that anything untoward took place but for some owners that may or may not cause some concerns later on, in the sense that, to me anyway, and I'm saying this from the outside, the scrutineer is sort of the watchdog appointed by owners for owners. If the scrutineer is a third party provider, well I see a benefit. The benefit is that they have no skin in the game and they really don't care one way or the other whether or not you're going to know the colour of the flower bed, they don't care about that, so in that sense they're removed enough that they could be the scrutineers. But I wonder if that may leave some owners with some questions or concerns where they're not able to appoint various scrutineers from within. That wasn't an issue but that may be an issue.

Josh: I think it's a really good point and it's something for boards to consider. Maybe different ways of doing that. Perhaps there being some type of mechanism for owners to participate in that scrutineering process as well.

Rod: Okay. Moving on to chairing. Who chairs these and how is that done? I know there's a concept of co-host and panelists and can you help us de-mystify this?

Josh: Yeah. In the same way that you would deal with an person AGM, you need to look at the corporation's bylaws to see who is entitled to chair the meeting. In most bylaws that typically is the president or the designant of the president. So they can designate somebody else. Again, I was able to take advantage of that provision in the corporation's bylaws for the virtual meeting that I had. There is theoretically a mechanism on the platform to have somebody else sort of step in last minute to act as the chairperson. But I think in practice typically the chair is sort of decided in advance so they can prepare accordingly.

Rod: Right, right, right. Okay. What about, and this is an odd question, but did people get to see you or was it just a voice in the darkness or  was it a picture or?

Josh: Again, trying to mimic an in person meeting as much as possible. I thought it was important for people to see me, as the chairperson, so yes they did see me as the chairperson and also the rest of the board, they were also panelists, and people could see them as well. Those who had video available.

Rod: Okay. Very good. So we talked about that. We talked about scrutineers. What about motions and appointing auditors, how does that work?

Josh: It worked out quite well. Again, in terms of transparency I wanted to make sure that owners would see people making a motion and raising their hands to vote in favour. The way we did motions was somebody would, the mover and the seconder would raise their hand, and then once they did that, I was able to announce who it was, because there was a list of their name and unit number, I was able to announce the mover and seconder. Then we moved to a poll function where all owners could vote in favour or against the motion. Whether it was the appointment of the auditor, the approval of the minutes.

Rod: Okay. You know what? I'll stop you there. Let's do that. We're going to try something live on air for the first time here. How about if all of you folks at home put the popcorn down for a minute and try to find the raise hand button. I don't see it.

Justin:: I don't see it.

Rod: Everybody that can find it, I think you don't see it Brian because you're a panelist.

Justin:  Oh.

Graeme: People are pressing it.

Rod: I see it. Right now there's a 131 of you who raised you hand. Right? So you would find the functionality to raise your hand, and you could raise your hand virtually, like that, either because you have a point of order or a question or because you want to bring a motion. Were at 179, now, hands being raised.

Josh: Rod, if I can just interrupt you for a second. So at the meeting last night we actually had, what Rod can see now in terms of who's raising their hand, and the order in which they raise their hand, it was displayed for all of the owners to see as well.

Rod: Right. This is crucially important to me because you don't take my word for the number of hands that I see going up. For me, the platform needs to provide the owners with real time participation where they see exactly that. They'll be able to see how many hands are up. That's for raise of hand. We're going to try the polling now. If I can. So I'm going, everybody, you can stop putting your hands up. I've seen you. There's no point of order. There's no Robert's Rules of Conduct here. What I'm going to do, I'm going to launch a poll. The question that we're going to ask you, and we'll see if it works. It didn't work last time we tried it but we'll see if  works. The question we'll ask you is this. Should you hold your AGM now, virtually, taking advantage of the order in council, or should you wait and hold it in person later on, after the end of the pandemic? Let me relaunch the poll and let's see what happens. So, you should have seen the poll. I don't know if you have. I see some votes coming in so obviously it's working. The question again is should your AGM now, virtually, or do you prefer to wait and hold it later on, in person, after the end of the pandemic? On that question, by the way, I'm going to say this. One thing is, it's going to be legal, eventually, to be in the same room as before. But legal may not mean safe. It may not mean wise. Ask yourself that question. How many people will want to go in a room, people don't want to go to the AGM to begin with, imagine if now you want to go to the AGM following the pandemic. So the votes are in and eventually I'm going to share, in a couple of seconds, I'm going to share the results, but that's to show you folks at home the difference between raising your hand and doing the poll. So, Josh, just so I understand, formal motions were done by polling and other motions were done by show of hand. Can you clarify that with me now?

Josh: All of the motions were dealt with the same. For mover and seconder, that was by way of raising hands, so that we could see who does it first, for the mover and seconder. Then we switched over to the poll, immediately on that same motion, to vote in favour or against that motion.

Rod: Okay. The poll, see if I can show the results of the poll. I think it's sort of quiet down now so I'm going to put end poll and I'm going to see if I can share the results. I'm not sure if you see these at home. Do you folks, the panelists, do you see it?

Graeme: Panelists do, yes.

Rod: What about people at home, do you see it? If somebody could type yes.

Graeme: It looks like people are seeing it.

Rod: Wonderful. Look at that! Look at technology. The future is beautiful, folks. It's going to be amazing. It's all going to be alright. Okay. So that's for chairing appointment. Director's report, Josh, anything to say about that?

Josh: The director's report. No. I will say something on the auditor's report. So the auditor was present there, also by video.

Rod: Just so you know we have an auditor on the line right now. So be careful. He can hear you.

Josh: No problem here. They were able to bring up the auditor's report on the screen share as well and follow along with auditor. I thought that was sort of neat for owners to be able to follow along with that.

Rod: Right. Wonderful. So we talked about this, candidates, voting. Anything to say about candidates? I don't know if you had something planned for that.

Josh: We opened up the floor to nominations. We didn't have any candidates run from the floor.

Rod: Okay. What about questions and answers? Does everybody get to see this?

Josh: Yes. How we dealt with questions was people would raise their hand and, again, this was shown to all of the owners so everyone could see who raised their hands, and then we asked them to verbally ask their questions. So, we unmuted people one at a time to ask their questions and we left them unmuted for the duration of the answer in case there was any clarification that was needed or follow up on that specific question. And then we actually were able to say limit it to one question and if owners had additional questions they were encouraged to raise their hand again.

Brian: Were the questions of the auditors? Did that go okay?

Josh: Yes. We dealt with that the same way, just during the auditing portion of the meeting.

Rod: Okay. Wonderful. So, minute taking. Any issues with that?

Josh: No. Minute taker was there and had the benefit of seeing all the names and unit numbers as well.

Rod: Okay. I want to go back to the questions. Two things you said that to me are very, very important. Your platform has to allow the owners to see the hand raising. It's got to allow them to see the voting result. It's got to allow them to see or hear the questions and the answers. That way you keep everybody honest. If Graeme has his annual question on the flower bed and the colour scheme, people need to see that he's actually asking it and that the president or the chairperson is dodging it. That to me is very important. Anything else, Josh?

Josh: I would just echo your comments and say there is potential abuse if it's not handled properly. You could have a director who just slides through the whole meeting, doesn't show anything to the owners. So I think it is important to put in place a bylaw to sort of specify those processes, to ensure that everyone's interests are protected, because at the end of the day that's what we need to do.

Rod: Okay.

Unknown: Josh, sorry to interrupt but there was a question from the floor that I think is interesting. Did you record the meeting?

Josh: The meeting was recorded, yes.

Rod: Okay. Another question, Josh, how many units, give us just an idea of the size?

Josh: The building was about 300 units. We had 30 or attending virtually and about 90 who had voted in advance.

Rod: Okay. That's interesting. That's very telling actually. So people don't show up more at virtual AGM's as they do in person. But they voted, right? Often we forget that one of the main purposes of the AGM is for people to vote and approve things. If they do it electronically, you know what? You've met the objective. Okay, wonderful. I'm going to switch topics. Wow, time is flying. The question that we've asked people a minute ago was to hold or not to hold the AGM now. I find it interesting that it's close to 50/50. So 55%25 of you would wait until the end and hold it traditionally and about 46%25 of you would actually hold it right now, virtually. So let me ask our advisors around the table. Any legal considerations, Denise, into this debate as to whether or not to hold it now?

Denise: I know agree with the majority and the reason I do is because we have this order in council. The one thing that the order in council is it refers to is a suspension of AGM's. So why is everybody rushing to have their AGM's during this period? The managing industry has a lot on their plate right now. They need to focus on what's more urgent, the health and safety of the residents. I'm saying put these off for now unless you need to hold it for some other reason.

Rod: Okay. What would be a reason to hold it? I guess, Denise, would be if, well, what would be a reason to hold it now? If you have a bylaw, a time sensitive bylaw, that you'd like to pass. Or if you have a bunch of directors, they had enough of their term and they want to sort of move on, or if you lose quorum, or, I guess there's some issues sometimes. No?

Denise: Those are all good reasons and in those cases I'd say yes, you should hold your AGM.

Rod: Okay. Very good. Managers, what are your views on that? Now or later?

Sandy: Now. In some circumstances I do think you should have them now. If you have a small corporation, if your corporation normally has very quick AGM's, there's no contentious issues, or if you have a population of technical savvy residents, by all means let's start this process. If you have long controversial AGM's, definitely postpone it. You need to do those in person the way you normally would. For portfolio managers, moving forward once the restrictions are lifted, they are going to be so busy, busier than they are now. They're going to be starting up all the restoration projects, rescheduling spring projects, holding board meetings, they're going to be very busy. They're not going to be able to hold every AGM within the new guidelines of timelines. Some of those easier AGM's, if  you can do them virtually, you probably should try.

Rod: Okay. Katherine, in 30 seconds.

Katherine: Well, Rod phrased it as complainers going to complain, which is not my favourite way of phrasing it, but Debbie made mention of the fact that some of our folks who are prone to conspiracy theories, or the fact that the meeting might be hijacked, this all being new and different probably doesn't help any of those thought processes. So Sandy's points in trying to be sensitive to your community and perhaps moving to a hybrid meeting after the emergency order is lifted might give you some better clarity on the process, some greater consideration of people who would like to attend in person and still observe physical distancing measures, as well as the background compliance piece so that everybody feels comfortable with being able to participate in having those votes and things validated.

Rod: You know what? At the end of the day, and Quebec right now, is considering re-opening schools but making it sort of on a voluntary basis. The conclusion was parents know best whether to send their kids back to school for the couple of weeks that are left, and I think the same could apply to corporations. Corporations know best. Boards, in most cases, know best. Have a look at your situation, your corporation. Yesterday we had the board meeting at my condo corp and there's two corporations, pretty much acting together, because we're joined at the hip. It turned out that one building wanted to wait and the other building wanted to go ahead with it. So it's just based, really, on the personality of each corporation. Where going to go ahead with ours and I think my neighbouring tower is going to see and try to follow our footsteps and not fall in the same pitfalls and traps that we will fall in. Auditor, Mr. Auditor, any sort of comments as to now or later?

Brian: We have the capability to do it now. We have the capability to do it later. I guess my fear is that if we want to do them, a lot of the condo year ends are December 31^st. So if we want to stick with the 6 month deadline, our window of opportunity to get these meetings staffed is running out, the longer the emergency order is in place. We can accommodate either way. My preference is to start them now so that we're not doing three and four meetings in a night and can accommodate all of our clients.

Rod: Okay. Wonderful. We're sort of running out of time but, Justin, I haven't forgotten you. Our engineering stumper segment, very quickly. Last week Justin spoke about the HVAC and whether or not it contributed to the pandemic or to the infection rates, and shortly thereafter the National Post published a piece on that. Justin, how often have you read it? How many people sent it to you?

Justin:  Well, people, including my mom, everybody told me I was wrong, apparently.

Rod: So what is it? Help us out.

Justin:  Same thing I said last week. I said everything points to the risk of this virus being transmitted through airborne ventilation systems as very, very low. And then I said, the good news is it doesn't matter because the precautions you should take would mitigate the risk of airborne transmission anyway. Then what my mom read was University of Alberta says it transmit airborne, and you're wrong my son. Instead, what the article still says is although it might transmit airborne, ASHRAE still recommends running your ventilation systems at full boar to make sure you're controlling the air appropriately. I remain right. Does know one care?

­Rod: It's okay. Your mom hasn't registered for the webinar so it's okay, don't worry about it, Justin. Justin help me understand this. There's three key pieces to the ventilation system. There's the make up air unit, there's the fan coil in the unit and maybe the exhaust fans. Help me understand that and I think it's going to help us see that there's really very little sort of circulation of air from unit to unit.

Justin:  So, fan coil systems or in suite system circulates tempered air within your unit to control climate. The exhaust system is in your kitchen and your bathroom that gets air out of your unit and decreases the pressure so as to get rid of odours and viruses in your unit to go outside onto the wall. Your make up air takes fresh air, continuously, from the outside of the building, pumps it into the hallways or directly into the unit to make sure the air pressure stays with ... it doesn't go back out of the hallway or into other people's units.

Rod: Okay. The fresh air that you get in your unit, either comes from your windows or from the make up air unit that's on the roof. You don't get the air from the neighbour.

Justin:  That's right.

Rod: And when you exhaust your air you are not exhausting it into the neighbours unit. You're exhausting it outside and the circulation within your unit is exactly that, within your unit. Right?

Justin:  You got it. Maybe you're the one who can explain it next time and take all the flak.

Rod: Next topic for you, very quickly, Justin, what signs of building distress should not be ignored during the pandemic?

Justin:  Very briefly, your buildings going to talk to you. There's a big and appropriate desire to defer any work that you can but don't throw the baby out with the bath water. If it's a code mandated building system that can't abide an indeterminate delay, if you have a generator that needs to be replaced, if you have a make up air that isn't working, these need to be responded to. If it's a safety issue, if there's a piece of concrete about to fall off your building, go address that. If not addressing a leak is going to adversely damage the building, you should jump on that. If it's leaking into a concrete garage through a wall that's been leaking for 5 years, not as much as problem as if it's leaking through a penthouse onto a grand piano.

Rod: Okay. Wonderful. In 12 seconds, if you are going to proceed with some work, how do you have your papers in order?

Justin:  Look to your professionals, either your lawyers, your engineers, or your knowledgeable property managers to provide a letter to the contractor, and to the municipality, that states the reasons this work is happening, under either section 20, 28, 29, or 30. The contractor should reach out to the Ministry of Labour, business wide, they're very responsive and they'll make sure all the paperwork's in order, so that the people on site has something in writing that says this is why I'm here.

Rod: Okay. Wonderful. Switching topics. Safety and security riddle, Jason, I've moved you, you're no longer at the end. We're still out of time but it doesn't matter. You're not the last one. Help us understand how to deal with emergencies and crisis during the pandemic and maybe focus your time, if you don't mind, on what have we learned from recent condo fires. There seems to be a lot or am I imagining this?

Jason: No, you're not imagining it. In fact, Toronto, Hamilton, Brampton, Vaughan and now Oshawa reported fires increased in the last 4 weeks. In response, buildings and boards should be doing two things. Number one, we've talked about before. Providing those pages from the approved fire safety plan to the residents. They can be done electronically. As well, it's something that is considered for building staff. Right now you have a superintendent, concierge, security and a property manager, assistant property manager, I would have them always, every 12 months, acknowledge and sign that fire safety plan so that you have evidence that they've read it and they understood it and that training's been completed.

Rod: Okay.

Jason: Some of the ongoing fire causes though, of late, to answer your question. Balcony fires and balcony fires have been consistently rising over the last 12 to 18 months. Partly because we store more things out on the balconies. That's partly responsible for that but we also see drifting cigarettes being launched off of on balcony, blowing in the wind, drifting back onto somebody else's balcony. Then another fire cause that's increased over the last 4 weeks, but it has been historically high over the last 2 years, is cooking. Your building now is occupied at capacity. More people are cooking and we are seeing an increase in cooking fire. What's the response there? If you can communicate this to the residents it would be single, basic due diligence step. Some of the lessons learned that we've seen in the recent fires, within high rise or condominiums, normal fire procedures remain in effect. Where do you get those procedures for your staff? Within that fire safety plan. Where do you get those normal and routine procedures for residents? It's also contained within that fire safety plan. For a copy of yours email your property manager. During evacuation you will be touching the stairwell doors. You will be touching the handrail. I always insist that everybody enters that stairwell always use the handrail because some of these tall buildings are very tall. Once outside your building, and you've evacuated, stand clear 150 yards away from the building. You should not be going to the lobby. You should not be standing in the fire route. You should not

Rod: Light a cigarette.

Jason: You should be not having a cigarette. Quite simply, with some fires we have the opportunity for natural gas leaks. We want to make sure that we don't light up as soon as we get outside. Then finally, on that point, if you live in a high rise building, designate with your family members a meeting place where you're going to meet them outside. A lot of fire departments and condo corporations want to identify as pre-set location where everybody should go. The problem with that is, when I get outside, I can't immediately see where my family members and that's the number one priority. What I like to do is I reach out to my family members and say, "We're going to meet at the old oak tree just to the left of the parking lot." So when I come out I can immediately see if my family members are there and I can account for them.

Rod: Okay. Wonderful. We need to sort of keep moving. I'm going to jump to the financial section and we'll come back to the management puzzle. Very briefly, Brian, there's this new Federal lease subsidy and I was wondering, does that apply if a condo corp is paying rent, for instance for the super's suite, or whatever it is, do we benefit from that?

Brian: I don't believe it applies to condos. The relief is to commercial property owners. There's nothing in what I've read so far that it applies to condos. It is a CMHC program. Having said that, the regulations haven't been issued yet, so that in the coming days, once the regulations are released, there may be some relief, some fine tuning that I can comment on next week. But there is a couple of things that I did want to talk about. First of all, there is a program that is called the mortgage payment deferral program. It is, again, also a CMHC sponsored program although other lenders are offering similar deferral. It is available for up to 6 months. The agreement is between the corporation and the lender. It's basically a pause or suspension of mortgage payments for those 6 months. Interest still continues to accrue. It is something that is really a cash flow issue. If a corporation needs to utilize that cash for other purposes it might be an opportunity for them to use that. Although you have to remember that ultimately the debt is still there and you do have to pay it so you have to think wisely about that. With respect to other loans, there is some other programs that are out there for corporations to defer up to 4 months, principal payments on term loans. This could apply to things like super's suites, and the mortgages on super's suites, for the mortgage deferral program, guest suites and other property. Unfortunately it doesn't apply to leases. So some of the larger buildings, where they have these building automation systems that are leased back to the declarants, at this point it doesn't apply to them. We'll see again in the regulations if that gets changed. I would suggest that you, in every case, speak to your lender. Be it a financial institution, or even your declarant, because there's a lot of flexibility out there at this point.

Rod: Okay. Very good. So now, back to management puzzle, and my dear managers extraordinaire, we're sort of a bit out of time so you'll have to pick your favourite topic and be succinct about it. The floor's yours.

Sandy: Okay. So, rule enforcement. This seems to be a big one right now. Enforcing rules during the pandemic when many more people are home 24/7 is becoming very difficult and controversial. While you and your boards shouldn't be totally lax on your rules it's probably also not the time to start having cars towed out of your visitor parking lots. Most municipalities are also not enforcing their normal street parking rules. So try to be a bit flexible and look for creative approaches to solving concerns before they become a huge dispute, or worse, a really bad news media story.

Katherine: I want to touch very briefly on volunteer work. We spoke laboriously about landscaping and I promise I'm not going to spend a lot of time on it. One of the sources I'll give you is COVID Just One Friend. And it's modeling of what happens and what the spread of COVID is by having just one friend. Just one extra person from your household contact with you. The reason why I mention that is not doing things like landscaping, not having non-emergency people come and do work at your condominium, isn't about stopping you from enjoying your property and making it beautiful it's about not having extra contacts outside of your own home and the people that you live with regularly. That's kind of my way of answering if we're not having a landscaper do it, can volunteers do it? It's also my way of explaining what is essential. Sandy and I keep getting this question, as do, I think, every other property manager in what feels like the wild world these days. I used to answer it with, stop looking for loopholes, and there's others that use more expletives, and what I started asking is are you looking for my permission? Because I don't think I can give it to you, and at the end of the day, every public health outlet possible is asking you to please stay home so that we can stop the spread. The final thing in terms of technological struggles we're all using new tools. I think one of my favourite things about using all of these new tools is we have seen each other as people, and as human beings, and so long as we keep doing that and keep care mongering I think we'll get farther and faster. The final thing that was on our list of emergencies and, I swear to goodness, Rod, I'll shut up, is mental health. Because we are all suffering from cabin fever is the truth of the matter. Out there, there are some great tools promoted by the Ontario government, promoted by CAMH, there is mental health first aid. Do please circulate them widely in your properties. Take up a new hobby. Learn a new skill. It is always said, and I've seen it on Instagram and Facebook and every other social media posting. If we use this time for something special it won't seem like a waste of time.

Rod: Yeah. I can't thank you enough, Katherine, for having raised this last issue. It's an important one. We see that a lot of people are struggling. We see sometimes it's triggered or exacerbated by a compliance letter. We really need to be cognizant of that. Thanks for raising that. An important topic for sure. Now, it's pretty much of the webinar. We almost managed to fit it within an hour with me poking at people. But not quite. So I'm going to do like we do every week. I'm going to thank my speakers. I'm going to thank our guests and I'm going to ask you if you have any sort of words of wisdom, or last piece of advice, or something that you really wanted to say and I cut you off. I'm going to start with Brian Antman, from Adams & Miles LLP. Thank you so very much for being here with us again. Anything else you want to add?

Brian: No. Just continue with your social isolization. Be safe and wash your hands.

Rod: Wonderful. Sandy Foulds, from Wilson Blanchard Management who's been here from the very beginning with us, also speaking on behalf of one of the CI chapters. Thank you so much. What about you? Any sort of last piece of advice.

Sandy: Sure. Just keep doing with what is essential and try to be reasonable in your corporations. Everyone is struggling and this is not the time to be really enforcing your rules. Let's work together and come up with creative solutions.

Rod: Katherine Gow, speaking on behalf of ACMO but you're also a manager extraordinaire with Crossbridge. Any sort of parting words?

Katherine: Same thing as always. Keep calm, wash your hands, sanitize your cell phone. There will be lots of new things and I think some of them are very exciting. So if we try to keep that hat on we'll probably feel better about all of the new things we learn and all of struggle that we're suffering through right now.

Rod: Okay. Denise Lash, from Lash Condo Law, also speaking on behalf CAI. Any parting words of wisdom?

Denise: Parting words on meetings. Just be careful. These are new platforms. Educate yourself. Go slowly and then you'll have a successful meeting.

Rod: Wonderful. Absolutely. Graeme MacPherson, from Gowling WLG. Great job with the different scenarios. Any words of wisdom before we part?

Graeme: Yeah. I'm just going to echo Katherine and say we need to keep trying to make the best of this situation. So on a condo level, take this time to look into electronic meetings where they're required in the circumstances. Consider adopting a bylaw that will allow you to continue having meetings like that after this emergency ends. On a more individual level, now's a good time to do a good deep spring cleaning. Or learn to take up yoga or experiment with cooking as long as you do it safely without starting a fire.

Rod: David Plotkin, from Gowling WLG. Thanks again. You've been here with us from the beginning. Any sort of words of wisdom before we go?

David:  Sure. I'm actually going to throw you a curve ball this week. I'm normally the be reasonable and flexible guy, but, I'm saying to not be flexible on, as we discussed in previous webinars and you're reminded again, do not be flexible on your registering of liens. They still need to be done according to the Act. If you want to be flexible, in some way, do it on the backend with your collections.

Rod: Wonderful. Thank you so much. Jason Reid, from National Life Safety Group. Thanks.

Jason: I'm continuously blown away by the passion and the effort and the thought leadership that's been put forth on these conferences and hearing insights from property managers and boards. I've had the privilege of being on calls with security regulators across the Province and other industries. This industry is definitely an industry leader. I'm blown away by that. So keep it up.

Rod: Thank you so very much. Justin Tudor, before your mom dials in, from Keller Engineering, anything to say?

Justin:  Given the option, I'm definitely sending my kids back to school.

Rod: Nice. Very good. Okay. And finally, Josh, a newbie today but you did all the heavy lifting for us today. Thanks for sharing your experience with us. That was ... Any words of wisdom before we go?

Josh: Yeah. I think it's time, definitely, to embrace technology if you can. Of course, with appropriate safeguards, but I was quite skeptical prior to the meeting and it went quite well. I think it's a good time to do it if it's right for your corporation.

Rod: Okay. Thank you so much, Josh for sharing your experience with us. Next week's webinar on May 6^th, Wednesday, at 5:00pm. I'm looking for topics. I'm exhausted. I'm emptied. It's all dried up. So send me questions so we can build on whatever you're going to send us. The information will be posted on condoadvisor at the very top right. You see there's the webinar link. On a regular basis, if you want to see past ones, you can go there but most importantly, if you want to register for the upcoming one, that's where you do it. By clicking there. There's a registration form. Again, we'll see you next week, Wednesday, May 6^th at 5:00pm. In the meantime I can't thank you enough for having taken all that time away from your lives, week after week, to tune in and to listen to us. We really enjoy your company and we really enjoy getting your questions and your feedback. Thank you very much everybody. Wash your hands. Be safe. See you next week. Thanks.